Common use of The Effective Time Clause in Contracts

The Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, and shall take such further actions as may be required to make the Merger effective on the Closing Date. The Merger shall become effective at the time and day of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by Parent and the Company and specified in the Certificate of Merger (such time and date being referred to herein as the “Effective Time”).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Reata Pharmaceuticals Inc), Agreement and Plan of Merger (Biogen Inc.), Agreement and Plan of Merger (Cerevel Therapeutics Holdings, Inc.)

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The Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, Delaware and shall take such further actions as may be required to make the Merger effective on the Closing Dateeffective. The Merger shall become effective at the time and day of the such filing of the Certificate of Merger with and acceptance by the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by Parent Xxxxxx, Merger Sub and the Company and specified in the Certificate of Merger (such time and date being referred to herein as the “Effective Time”).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Abiomed Inc), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson)

The Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, Delaware and shall take such further actions as may be required to make the Merger effective on the Closing Dateeffective. The Merger shall become effective at the time and day of the such filing of the Certificate of Merger with and acceptance by the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by Parent Xxxxxx, Merger Sub and the Company and specified in the Certificate of Merger (such time and date being referred to herein as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.)

The Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall (a) cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the applicable provisions of the DGCL (the “Certificate of Merger”) ), to be filed with the Secretary of State of the State of Delaware, Delaware and shall (b) take such further actions as may be required all other necessary action to make the Merger effective on the Closing Dateeffective. The Merger shall become effective on such date and at the such time and day of the filing of as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time and day date as may be agreed in writing by Parent Parent, Merger Sub and the Company and specified in the Certificate of Merger in accordance with the DGCL (such time and date being referred to herein as the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Biospecifics Technologies Corp), Agreement and Plan of Merger (Endo International PLC)

The Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, and shall take such further actions as may be required to make the Merger effective on the Closing Date. The Merger shall become effective at the time and day of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by Parent and the Company and specified in the Certificate of Merger in accordance with the DGCL (such time and date being referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Icosavax, Inc.)

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The Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, and shall take such further actions as may be required to make the Merger effective on the Closing Date. The Merger shall become effective at the time and day of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by Parent Xxxxxx, Merger Sub and the Company and specified in the Certificate of Merger (such time and date being referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nextgen Healthcare, Inc.)

The Effective Time. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, as soon as practicable on the Closing Datedate of the closing under the Acquisition Agreement dated March 9, Parent1998 among, Merger Sub inter alia, Parent and Company, the Company parties shall cause the Merger to be consummated under the DGCL by filing a certificate of merger or other appropriate documents (in any such form as required bycase, and the "Certificate of Merger") executed in accordance with, with the relevant provisions of the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, and shall take such further actions as may be make all other filings or recordings required to make under the Merger effective on the Closing DateDGCL. The Merger merger shall become effective at the such time and day of the filing of as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later subsequent date or time as Parent, Sub and day as may be agreed in writing by Parent Company shall agree and the Company and specified specify in the Certificate of Merger (such the time and date the Merger becomes effective being hereinafter referred to herein as the "Effective Time").

Appears in 1 contract

Samples: Agreement of Merger (Dunn Computer Corp)

The Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, Delaware and shall take such further actions as may be required to make the Merger effective on the Closing Dateeffective. The Merger shall become effective at the time and day of the such filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by Parent Parent, Merger Sub and the Company and specified in the Certificate of Merger (such time and date being referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Momenta Pharmaceuticals Inc)

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